Gilbert Marks
About Gilbert Marks
Independent director since February 2020; age 67; M.D. with board certification in Internal Medicine and Infectious Diseases. Former GSK Senior Vice President in R&D, now active across U.S. government advisory bodies (PACCARB) and global infectious disease NGOs (MMV, TB Alliance). Serves on ANTX’s Compensation Committee; Board determined he is independent; attended ≥75% of board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline (GSK) | Senior Vice President, R&D; member Pharmaceuticals R&D Leadership | 1993–2017 | Leadership across infectious diseases R&D |
| Tunnell Government Services (BARDA contractor) | VP; contractor supporting BARDA OD | 2017–2021 (employee); 2023–2024 (independent contractor) | Supported medical countermeasure development; Influenza & Emerging Infectious Diseases team |
| PACCARB (Presidential Advisory Council) | Special Government Employee; voting member | 2023–present | Federal advisory on combating antibiotic resistance |
| NCATS (NIH) | SGE; Advisory Committee member; Chair, Cures Acceleration Network Review Board | 2016–2021 | Governance of translational science investments |
| TB Alliance | Scientific Advisory Board member; Chair | 2006–2018 | Global TB drug development oversight |
| Medicines for Malaria Venture (MMV) | Scientific Review Board; Chair, Development Committee | 2020–present (SRB); Chair since 2022 | Portfolio review and development governance |
| Polio Antiviral Initiative | Scientific Advisory Committee | 2009–present | Antiviral strategy evaluation |
| WOAR (non-profit) | Board member | 2017–2021 | Community service leadership |
External Roles
| Organization | Role | Public/Private/Non-profit | Committee Positions |
|---|---|---|---|
| PACCARB | Voting member (SGE) | Government | Advisory council member |
| MMV | SRB member; Development Committee Chair | Non-profit | Chair of development committee |
| TB Alliance | SAB Chair | Non-profit | Chair, scientific advisory |
| NCATS | Advisory Committee; CAN Review Board Chair | Government | Chair of CAN board |
| Virodefense | Consultant | Private | Advisory/consulting |
| Polio Antiviral Initiative | Scientific Advisory Committee | Consortium | Committee member |
| WOAR | Director | Non-profit | Board member |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee chaired by Patricia Martin; committee met 8 times in FY2024 .
- Independence: Board deemed all directors other than CEO Eric Easom independent under Nasdaq; thus Dr. Marks is independent .
- Attendance: Board met 10 times; each director attended ≥75% of combined board and committee meetings in FY2024 .
- Board structure: 9 members, classified board; Lead Independent Director is Margaret FitzPatrick; CEO serves as Chair with LID responsibilities described .
- Executive sessions: LID presides over executive sessions of independent directors .
- Risk oversight: Board and committees allocate oversight of compensation, accounting/financial reporting; Compensation risk assessment performed periodically .
Fixed Compensation
| Category | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $44,582 | Fees earned/paid in cash |
| Option awards (grant-date fair value) | $104,514 | ASC 718 fair value |
| Stock awards (fully vested RSUs in lieu of Q4 retainer) | $769 | Excess over converted retainer |
| Total | $149,865 | Sum of cash, option, stock awards |
Director Compensation Policy (reference for structure):
- Annual board retainer: $40,000; Committee member retainers: Compensation Committee member $7,500; Audit member $7,500; Nominating member $4,000; Committee chairs: $15,000 (comp), $15,000 (audit), $8,000 (nominating); Board Chair $30,000; Lead Independent Director $25,000; payable quarterly .
- RSU conversion option for retainers (effective Nov 21, 2024): directors may elect fully vested RSUs for retainers with 1.1x share multiplier based on 30-trading-day average price; deferral allowed starting 2025 until fixed date, service end, or change-in-control .
Performance Compensation
| Equity Component | FY2024 Treatment | Vesting | Performance Metrics |
|---|---|---|---|
| Director Annual Option Grant | Grant-date value ~$104,546; observed FY2024 option value $104,514 | Vests in full by 1 year or next annual meeting | None disclosed; no TSR/financial targets tied to director equity |
| Director Initial Option Grant | Grant-date value $209,093 upon appointment (policy framework) | Vests monthly over 3 years | None disclosed |
- No director performance metrics (TSR, revenue, ESG) are disclosed for director compensation; option awards are time-based per policy .
Other Directorships & Interlocks
| Company | Role | Public company? | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board service disclosed for Dr. Marks |
- Network overlap on ANTX board includes investors (Adjuvant Capital via Mr. Aziz; MGC Venture Partners via Dr. Readnour), but no related-person transactions involving Dr. Marks are disclosed .
Expertise & Qualifications
- Infectious Diseases and Internal Medicine board-certified physician; extensive pharma R&D leadership (GSK) .
- Government advisory experience (PACCARB; NCATS), NGO governance (TB Alliance; MMV); global health and antimicrobial resistance domain expertise .
- Education: B.S. Chemistry (Auburn University); M.D. (University of South Alabama College of Medicine) .
Equity Ownership
| Holder | Direct/Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Gilbert Lynn Marks, M.D. | 31,802 | 109,272 | 141,074 | <1% |
- Company prohibits hedging, pledging, margin accounts, and short sales for directors; helps alignment and reduces collateral-pledge risk .
- Stock ownership guidelines for directors are not disclosed; no pledge activity reported .
Governance Assessment
- Strengths: Independent status; consistent attendance; deep infectious disease and government advisory expertise useful for ANTX’s therapeutic focus; participation on Compensation Committee with outside consultant (Aon) engagement indicates structured pay oversight .
- Compensation alignment: Director equity is time-based options with annual grant sizing; policy adds RSU conversion and deferral mechanics, potentially enhancing long-term alignment while avoiding hedging/pledging risks .
- Potential signals/considerations:
- The RSU conversion with 1.1x share multiplier may be viewed as relatively generous structure; monitor share pool impact (Board anticipates fixed-share annual grant adjustment in 2025) .
- No disclosed performance-based metrics for director equity; while typical for small-cap biotech, investors focused on pay-for-performance may prefer outcome-linked director equity frameworks .
- Conflicts/related-party: No related person transaction disclosures involving Dr. Marks; broader company RPTs include CFO spouse employment approved by Audit Committee; monitor continued adherence to RPT policy .
RED FLAGS: None specific to Dr. Marks disclosed. Company-wide prohibitions on hedging/pledging reduce alignment concerns; no low attendance or say-on-pay issues noted for FY2024; no related-party transactions involving Dr. Marks .